How to Install Windows 98 on VMware Workstation 17 on Windows 11 PC

In this article, we will examine how to set up and run Microsoft Windows 98 on a new virtual machine using the VMware Workstation 17 Pro virtualization program on Windows 11.

How to Install Windows 98 on VMware Workstation 17

How to Set Up Windows 98 using VMware Workstation 17 Pro on Windows 11 PC with Intel 12th Gen 12700H (Alder Lake) CPU

To improve Windows 95’s shortcomings and some additional security issues, Microsoft developed and released the Windows 98 operating system, codenamed Memphis, on June 25, 1998.

MS-DOS was a standard operating system at the time when home users widely used computers. But over time, Windows 98 was developed using MS-DOS and the previous Windows 95 system. In this operating system, a better graphical interface, multitasking support, and a more straightforward configuration of network connections were aimed at users.

With Windows 98, the need to use DOS has disappeared, but some applications can still be run over DOS without being installed.

It can still be used today to update the firmware of some hardware to an old and outdated operating system. To do this, you may need to install the operating system your device supports so you may need an old computer or a virtual machine.

If you use an up-to-date operating system such as Windows 11, you can use VMware Workstation virtualization software to install and run old systems on your computer.

How to Create a New Virtual Machine for Windows 98

If you do not have a physical computer with old hardware, you can use a virtual computer and old systems on your host. Before starting the installation, install the Workstation program on your Windows 10 computer, and be sure to restart your computer.

Then, after downloading the Windows 98 ISO file for VMware to your computer by clicking , you can prepare a new VM by following the steps below.

Step 1

After running the VMware 17 Pro software, click Create a New Virtual Machine from the program’s main screen options.

The Custom (Advanced) option is the default when the virtual machine creation wizard is opened. When you continue with the installation with this option, you will configure the hardware of the virtual computer better, so click the Next button in this window.

Creating a New Virtual Machine

Step 2

You can better select available hardware if you go with an older hardware version for Windows 98 in the virtual hardware compatibility window. If you choose 5.x and continue, the hardware version will appear as 17.x when you prepare the virtual PC.

You cannot change the hardware version without installing VMware Tools. However, select 5.x compatibility at this stage to prepare a more stable guest machine and continue.

Configuring Hardware Compatibility

Step 3

You can choose from this window which method you want to install the guest operating system. You can choose from this window with the physical installation media or ISO image as a Windows or Linux system installation method.

However, to create a more accurate VM, first check I will install the operating system later and click Next.

Installing the Operating System Later

Step 4

To select a guest operating system, you must first choose the platform of the system you will install and then the operating system distribution from the Version section. In this window, select Microsoft Windows, then Windows 98, and click Next.

Selecting the Guest OS Version

Step 5

You can change the virtual machine’s name to be displayed in the VMware Pro library from this window. To do this, type a new name in the Name field or use the default name specified by the program.

This step is essential when preparing the VM because you need to configure the location where you want to install the VM and where you want to store the VM. If your host’s hard disk has enough storage space, you can leave the VM’s installation location in the default C drive. However, to use the VM more efficiently and with performance, create a folder on a USB 3.0/3.1 external HDD device and install it in that folder.

Configuring the Virtual Machine Location

Step 6

Configure 1 processor for the processor configuration for the VMware Windows 98 virtual machine. The system will use only one core even if you configure more processor settings.

Processor Configuration for Virtual Machine

Step 7

It is important to correctly configure the RAM size for the Win98 VM, as the maximum RAM size this system can support is 1GB.

If you configure the RAM size of the Win98 virtual computer to 2 GB or 4 GB, the system will reboot and loop constantly.

Specifying RAM Size to VM

Step 8

Select the NAT (Network Address Translation) structure for the network type configuration and click Next. If you choose NAT for the VM’s network connection, you should select the Bridged type to get an IP address different from your host’s IP block but want an IP address from the same IP block.

Selecting the NAT Network Type

Step 9

In the I/O Controller window, select BusLogic for your virtual disk to work in harmony, efficiency, and performance, and click Next.

BusLogic I/O Controller

Step 10

Configure the disk type for the VM as IDE and continue. In this window, the NVMe disk type is disabled because this disk structure is not supported by Windows 98.

NOTE: If you will install the drivers for the hardware in your virtual PC, do not select SATA at this step. If you choose the SATA disk type, you cannot configure VMware hardware compatibility of drivers for installation, and your virtual disk will fail.

IDE Disk Type

Step 11

Since you will be installing a clean operating system, select Create a New Virtual Disk in the Select a Disk window and click Next.

If you have installed Win98 with an older version of the VMware program and want to use that system’s disk in the new version, you must select the Use an existing virtual disk option.

Creating a New Virtual Disk

Step 12

Configure the disk capacity of the virtual computer and select Store virtual disk as a single file to store the virtual disk as a single file type on your host disk and click Next.

Storing a Virtual Disk as a Single File

Step 13

You can change the name of the disk file from this window, or if you plan to save it to a different location than the VM’s installation location, you can also change the site where the virtual disk will be held via Browse.

Editing the Disk File Name

Step 14

You will see the hardware settings you have configured in the summary window of the virtual machine. Now click the Customize Hardware button to add the Windows 98 ISO file to the VM.

Summary Hardware Information of the Virtual Computer

Step 15

Finally, to add the ISO image file to the virtual PC, click on the CD/DVD device, enable the Use ISO image file option, and then select the location of the ISO file you downloaded to your computer via the Browse button.

Adding the Windows 98 ISO File to the VM

Step 16

Close the VM wizard for the Windows 98 operating system after ensuring the USB compatibility type is configured as 1.1 in Workstation Pro.

Setting USB Compatibility to 1.1

Step 17

Close the hardware summary window of the virtual machine by clicking the Finish button.

Closing the Hardware Configuration Window

Step 18

After creating and preparing the Microsoft Windows 98 virtual computer, click the Power on this virtual machine button to run it and start the installation.

Running the Virtual Computer

How to Install Windows 98

Preparing a new virtual machine for the system you install using VMware Workstation on your Windows 10 computer is vital because old operating systems have minimum system requirements.

After running the Windows 98 machine, you should continue from this step as if installing it on a physical computer.

Step 1

After powering up your virtual computer, the Microsoft Windows 98 CD-ROM Startup Menu will open. You can see two ways to install a Hard Disk or CD-ROM in the Boot menu.

Continue the installation by pressing Enter on the Boot from CD-ROM option on the boot screen.

Microsoft Windows 98 CD-ROM Startup Menu

Step 2

Likewise, press Enter on the Start Windows 98 Setup from CD-ROM option.

Start Windows 98 Setup from CD-ROM

Step 3

You can start installing by pressing Enter on the Microsoft Windows 98 Setup screen. You can press F1 to get more information about the installation on this screen and press F3 to exit the wizard.

Microsoft Windows 98 Setup

Step 4

After starting the installation, you need to configure the unallocated disk space on the disk configuration screen. Press Enter in the Configure unallocated disk space option and continue.

Configuring Unallocated Disk Space

Step 5

In Windows 9x systems, you will encounter a large disk setting when you have a disk size of more than 512MB. To use the 8GB virtual disk size you have assigned to the VM, press Enter on the Yes and enable the large disk support option.

Enabling Large Disk Support

Step 6

Press Enter for the setup wizard to reboot your system. After this process, your system will restart, and when the boot screen appears, follow the same steps until step 4.

Restarting the Installation

Step 7

After configuring extensive disk space usage, the wizard will start formatting the C drive automatically.

Formatting C Drive

Step 8

After the setup wizard formats your virtual disk, press Enter to continue.

Setup Wizard Checks System

Step 9

In this step, the Microsoft ScanDisk tool will open and scan and verify your system’s file integrity, such as operations.

File Integrity and Disk Space Check

Step 10

After confirming the integrity of the installation media and system files with Microsoft ScanDisk, your system will restart, and the necessary files for installation will begin to be copied.

Starting Installation

Step 11

When Windows 98 Setup is opened, click the Continue button in the window that states that the installation will take between 30 and 60 minutes, depending on the speed of your computer.

Windows 98 Setup Screen

Step 12

Wait while the wizard prepares to do the rest of the installation process.

Preparing the Setup Wizard

Step 13

In the Select Directory window, you can configure the directory where you will install Windows 98 as a different location, but select the default location C:\WINDOWS and click Next.


Step 14

Wait while the Windows installation directory and installed components are checked.

Checking Installed Components

Step 15

In the Setup Options window, continue with the Typical checked by default. If you want to configure all the available options, such as the components to be installed in your virtual system, you can choose the Custom option.

Selecting the Typical Installation Type

Step 16

If you want to configure the system applications or tools you want to use in the Windows Components window, continue with the option below. In this step, we recommend installing the most common system components.

Installing the Most Common Windows Components

Step 17

In the Identification window, type a new name for your virtual computer and continue without changing the workgroup. You can also fill in the Description field to write a description for your virtual PC.

Typing a Computer Name

Step 18

In the location configuration step, select your country and click Next.

Configuring the Location

Step 19

Click Next to start copying Win98 system files.

Starting Copying System Files

Step 20

When your virtual computer restarts, Win98 system files will start to be copied, copying system files will take time, depending on the speed of your system.

Copying System Files

Step 21

After the operating system files are copied, restart your VM.

System Reboot

Step 22

Wait while the Microsoft Windows 98 system boots up.

Microsoft Windows 98

Step 23

Wait while the setup wizard updates the configuration files.

Updating Setup Wizard Configuration Files

Step 24

If you have a computer with Intel’s 12th-generation processor, you may be unable to install Win98 on the virtual machine. So shut down your VM in the second phase of the operating system as you need to patch.

Shutting Down the Guest Machine

Step 25

Open the virtual machine settings and click the Add button to add a new device. In the Hardware Type window, select Floppy Drive and click Finish.

Adding a Floppy Drive

Step 26

To add a bootable image file to the floppy drive, enable the Use Floppy Image File option and then add the Patch.ima file you downloaded to your PC from the button below via the Browse button.

To run 9x versions of Windows on the latest CPUs, you can download patcher9x-0.6.14-boot.ima from the article published on the Vogons website or the GitHub link.

Adding the Patcher.ima File

Step 27

When your Win98 virtual system boots, type the “patch9x” command in the A:\> drive and press Enter. In the next step, press Enter, select “1” to execute the operation, and press Enter again.

For your virtual operating system to work on your current computer, turn off and on your system after editing the relevant files.

Installing Patch Software for Intel 12th Alder Lake CPUs

Step 28

The User Information window will open after the necessary configuration files are prepared. In this window, type a name for the user account of your Win98 system. If you will use your VM in a corporate environment, you can also write the company information.

Typing a Username

Step 29

To accept the license agreement of the Win98 operating system, select the option I accept the agreement and click Next.

Accepting the License Agreement

Step 30

Type your Windows 98 product key in the Product Key window and click Next to continue.

Typing the Product Key

Step 31

After configuring all the operating system settings, click Finish to continue to boot the system.

Starting the Operating System

Step 32

When your virtual VM restarts, the setup wizard will scan for hardware to identify plug-and-play devices; do not restart your computer until the hardware scan is complete.

Hardware Detection

Step 33

Wait while the wizard configures your virtual computer’s hardware and Plug and Play devices.

Setup Wizard Configures Plug and Play Devices

Step 34

In this step, rearrange your date and time settings to your location and close the window.

Configuring Date and Time Settings

Step 35

Wait while the setup wizard updates the system settings.

Updating System Settings

Step 36

When the Enter Network Password window opens, type your user name to log in to the system with the user name you created and click OK.

Enter Network Password

Step 37

Wait while the personalized settings are configured.

Editing Personalized Settings

Step 38

After typing your username, you will be greeted with the Microsoft Win98 desktop screen.

Microsoft Windows 98 Desktop Display

Step 39

You can check your system information by right-clicking on My Computer and then clicking Properties.

Checking System Properties

How to Install VMware Tools

After installing an operating system on virtual machines, the first thing you need to do is to install VMware Tools. With this software, you can install system drivers not installed on VMs. This way, you can use the VM in full-screen resolution or your host’s USB and Webcam devices.

Step 1

To install VMware Tools on a Microsoft Win98 guest machine, click VM / Install VMware Tools from the menu. When you receive the warning that the guest operating system has locked the CD-ROM, click the Yes button to continue.

VMware Tools Installation

Step 2

In the virtual machine, VM Tools will start as in the image below and be prepared for installation.

Preparing VMware Tools for Installation

Step 3

Click Next when the installation wizard of the virtual machine tools starts.

VM Tools Installation Wizard

Step 4

Select Complete as the installation type of VM Tools and click Next.

Selecting the Installation Type

Step 5

Click the Install button to start the installation of the virtual PC tools.

Starting Installation

Step 6

When you encounter the 25010 warning during the HTML Help Runtime inspection, click Yes to install the HTML Help engine.

Confirming Microsoft HTML Help Installation

Step 7

After installing VMware Tools, click OK when the virtual machine presents you with an Eject request, and then click Finish to close the wizard.

Eject Request to Drive In Use

Step 8

You can now use your virtual PC in a full-screen resolution supported by your host. If your VM is not adapting to full-screen resolution, open Display Properties, configure the screen resolution to 1024×768 or higher, and click View / Fit Guest Now after saving the settings.

Changing the Screen Resolution

Step 9

In addition, one of the other benefits of VM Tools is that it enables file transfer between the host and the VM by drag and drop method.

Create a new text document on your host’s system and drag and drop it onto your VM, and you will see the file transfer done successfully.

File Transfer Control by Drag and Drop Between Host and VM

How to Configure the Internet Connection

After installing your Guest virtual system, you may want to check the Internet connection at the first stage.

Step 1

To check your Internet connection via VM, open MS-DOS prompt and ping Google servers with the ping command and test your network connection.

MS-DOS Prompt

Step 2

Go to Start / Programs / Internet Explorer and open Internet Explorer.

Opening Internet Explorer

Step 3

Since you already have a network connection, select option three and click Next when the Internet Connection Wizard opens.

My computer is already set up for the Internet. Do not show this wizard again.

Step 4

When you try to access the Google search engine through the Internet Explorer web browser, you can see that your connection is OK.

Checking Internet Connection

How to Install Drivers

After installing Windows 98FE, you can configure the network connections and use them for testing purposes only. However, you can experience the system more professionally by installing drivers for devices such as audio and USB.

You can download the Win98 USB and audio drivers from the table at the bottom of the article to your computer.

Step 1

First, right-click on My Computer and click Properties from the pop-up options. When the System Properties window opens, click the Device Manager tab and check the drivers for the devices not installed on your system.

The Driver list that VMware Tools could not install is as follows.

  • PCI Multimedia Audio Device
  • PCI System Peripheral

Viewing the Windows 98 Device Manager

Step 2

After checking the uninstalled drivers, shut down your virtual computer. Then click VM / Manage / Change Hardware Compatibility from the menu to configure the VM’s compatibility so the system can find the hardware appropriately.

Changing the Hardware Version

Step 3

When the VMware hardware version change wizard opens, click Next and continue. In the next window, change the Hardware Compatibility value to Workstation 5.x to install the drivers for the virtual machine and click Next.

Hardware Compatibility Wizard

Step 4

After changing the hardware compatibility to Workstation 5.x, select Alter this virtual machine and click Next. Click the Close button after converting the VM to version 5.x.

Alter this virtual machine

Step 5

After running your virtual system, you will see that new devices, such as Standard Floppy Disk Controller, are determined on the screen this time.

Scanning Windows 98 Drivers

Step 6

Some drivers will be updated automatically, but you have to install the drivers for devices such as USB manually.

When the system finds the Intel 82371AB/EB PCI to USB Universal Host Controller device, click Next and proceed to the next step. Click Next to have Windows install the best drivers in the Add New Hardware wizard.

Check the CD-ROM Drive and click Next to install the USB driver. In this step, ensure the Win98 ISO file is mounted on the VM.

Intel 82371AB/EB PCI to USB Universal Host Controller

Step 7

Select The Updated Driver option because Windows has found a more recent driver version for USB and click Next. Windows will install the USB Controller driver to C:\WINDOWS\INF\USB.INF.

Installing Current Driver

Step 8

Also, install the drivers of the AMD PCNET Family Ethernet Adapter (PCI-ISA) device found by the system by following the same steps.

AMD PCNET Family Ethernet Adapter (PCI-ISA)

Step 9

One of the biggest problems in using Win98 VM is the sound driver. After changing the hardware version, the system will automatically find the audio device.

An important point here is that if you try to install the sound driver with Workstation 16.x or 17.x version, you will get a Windows Protection Error. Therefore, you must change the hardware version of the VM.

Click the Cancel button when the system finds the PCI Multimedia Audio Device.

PCI Multimedia Audio Device

Step 10

You have to manually install the driver for the audio device because the CD-ROM cannot automatically install the drivers for this device.

Copy the Eapci8m.ecw file in the Audio Driver that you downloaded to your computer from the table at the bottom of the article into C:\WINDOWS\SYSTEM.

Copying the EAPCI8M.ECW File to SYSTEM

Step 11

Copy and run the Creative Ensoniq AudioPCI Driver (epw9xup) file to the VM. After running the setup file, the Audio device will be automatically scanned again, and the drivers will be installed.

Sound Driver Installation

Step 12

After copying the EAPCI8M.ECW file to the corresponding location, open Device Manager, and open the settings of the Creative Ensoniq AudioPCI device. Select MIDI Synthesizer Waveset setting “Export 8 MB GM/GS Waveset 5” and click OK.

After installing Creative Ensoniq AudioPCI Driver, you will get an error like the one below because you need to configure the MIDI settings of the system.

The Creative Ensoniq AudioPCI driver cannot load MIDI waveset. MIDI playback 
has been disabled.

8 MB GM/GS Waveset ver 5

Step 13

You will no longer receive MIDI alerts when you restart your system. In addition, you can see the AudioPCI Mixer application launched in the taskbar.

AudioPCI Mixer

How to Use USB Flash Memory

We recommend using a USB flash drive to copy large files to your virtual machine quickly.

Step 1

Now, plug a USB Flash Memory into your system on your host PC. In the New USB Device Detected window opened automatically by VMware, check the “Connect to the host” option and click OK.

Installing USB Flash Drive to Host PC

Step 2

Please create a new folder or document inside the USB disk on your host and then click VM / Removable Devices / Name of your USB / Connect in Workstation Pro’s tool menu to connect it to your VM.

Connecting USB Disk to VM

Step 3

You must also manually install the USB Mass Storage Controller driver to be able to use flash drives in the VM. First, install the Generic USB Hub driver found by the system from the Windows ISO file.

Generic USB Hub

Step 4

You must also manually install the USB Mass Storage Controller driver to be able to use flash drives in the VM.

Likewise, download the USB Mass Storage Controller Driver (nusb320-Eng-98FE) file to your computer and double-click on it to start the installation. When the Native USB Driver window opens, extract the contents of the archived file to C:\USB.

USB Mass Storage Controller Driver (nusb320-Eng-98FE)

Step 5

Click the Refresh button in Device Manager and scan for hardware again. This time, install the Generic USB Hub driver manually. For Generic USB Hub, select “Search for the best driver for your device” and click Next. Select the folder you extracted to C:\USB for USB Hub Driver and click OK.

After installing the driver for the DataTraveler 3.0 device, if the system cannot find the USBNTMAP.SYS file, you can find it in C:\USB.

Installing the DataTraveler 3.0 Driver

Step 6

Finally, you can see that the USB flash memory 3.0 device is now running smoothly on it. Also, you can see the “KINGSTON DataTraveler 3.0” device when you check “Disk Drives” via Device Manager.

Checking USB Disk

How to Delete the Virtual Machine

If, for some reason, you no longer want to use the Win98 guest machine that you have installed with Workstation on your host PC, we recommend that you delete it entirely from your host disk.

Right-click the VM you want to delete from the left panel of Workstation Pro and click Manage / Delete From Disk, then click Yes.

Completely Deleting Win98 VM from Host

1. Video

2. Video

3. Video

Windows 98 FE (First Edition) Driver Download

Windows 98 FE (First Edition) ISO
Audio Driver (Creative Ensoniq AudioPCI)
USB Driver (USB Mass Storage Controller)
All Drivers


Windows 98 SE (Second Edition) Driver Download

Windows 98 SE (Second Edition) ISO
Sound Driver (Creative SB PCI (WDM))
USB Driver(nusb36e-2694)
All Drivers


Installing Old Versions

Workstation Version
YouTube Video
14 Pro
16 Pro
17 Pro (NEW)


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